are you using VPN? I doubt it from your description (what there is of it) but if you are then there are some known issues there - Can I ask one thing that muzikool did not though - how are you upgrading? With a CD? Using the Update feature online? If the latter maybe it is sucking up all your bandwidth - it will need to run a good long time and I hope you have a fat enough pipe for the size of SP2! Just a thought, but probably obvious and this is just going by your post - which does not make it obvious if you have SP2 applied - I guess you do though?